Exclusivity Non Solicitation. 7.1 During the Term, Employee agrees to devote his services and his best energies and abilities, exclusively, to the business and activities of the Company, including any Subsidiaries, and not engage or have an interest in or perform services for any other business or entity of any kind or nature; provided, however, that nothing herein shall prevent Employee from investing in (but not rendering services to) other businesses which are not competitive in any manner with the business then being conducted by the Company or any of its Subsidiaries, or investing in (but not rendering services to) other businesses (other than for charitable organizations, provided same does not interfere with Employee's performance of his duties hereunder) which are competitive in any manner with the business then being conducted by the Company, provided in the latter instance, that (i) the shares of such business are listed and traded over either a national securities exchange or in the over-the-counter market, and (ii) stock interest or potential stock interest (based on grants, options, warrants or other arrangements or agreements then in existence) in any such business which is so traded (together with any and all interest, actual and potential, of all members of Employee's immediate family) is not a controlling or substantial interest and specifically does not exceed one percent of the issued and outstanding shares or a one percentage interest of or in such business.
7.2 During the Term and during the twelve (12) period following the end of the Term for any reason whatsoever, Employee will not directly or indirectly induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or such Subsidiary, or in any way interfere with the relationship between the Company and any of its Subsidiaries and any employee thereof.
7.3 During the Term, and during the one year period following the end of the Term, Employee agrees that he will not, directly or indirectly own, manage, control, participate in, consult with, render services for or in any manner engage in any business which shall compete with any business conducted by the Company or any its subsidiaries prior to the date hereof or hereafter conducted.
Exclusivity Non Solicitation. Until the earlier of the Closing or the termination of this Agreement, Seller shall not (a) sell, transfer, convey or assign the Priority Review Voucher to any Person other than Buyer or enter into any Contract with respect thereto, (b) encumber or otherwise grant or allow to exist any Encumbrance on the Priority Review Voucher (other than pursuant to this Agreement), (c) solicit, initiate or knowingly facilitate or encourage any inquiries, proposals or offers with respect to, or the submission of, any Alternative Transaction by any Person (other than Buyer or its Affiliates or their respective Representatives), (d) engage, continue or participate in any discussions or negotiations regarding any Alternative Transaction by any Person (other than Buyer or its Affiliates or their respective Representatives) other than to state that they are not permitted to have any such discussions, (e) accept any inquiry, proposal or offer from any Person (other than Buyer) in respect of an Alternative Transaction, or (f) resolve to propose or agree to do any of the foregoing; provided, that, notwithstanding the foregoing, the Seller shall be entitled to engage, continue or participate in discussions and negotiations regarding a potential financing arrangement secured on, among other assets, the Purchased Assets and may, solely to the extent such potential financing involving the Purchased Assets would only be consummated following the termination of this Agreement in accordance with its terms, accept proposals or enter into agreements with respect to such potential financing.
Exclusivity Non Solicitation a. During the term of this Agreement, CLIENT agrees to contract exclusively with AHC as the provider of network services for the Program, except where CLIENT's customers have access to, and are contracted for services similar to that of AHC's provider networks.
b. AHC agrees that, during the term of this Agreement and after the termination of this Agreement, AHC will not solicit Customers for the purpose of offering healthcare programs in competition with CLIENT. In the event CLIENT decides not to offer a health savings program to its Customers, CLIENT agrees to give AHC first right to continue with a similar program to the existing Subscribers of Program
Exclusivity Non Solicitation. During the term of the Agreement, Distributors may generally participate in Network Marketing companies so long as they do not solicit other Distributors to join such companies. However, once a Distributor reaches the rank of Area or above, the Company reserves the right to withhold promotional compensation and recognition, in its sole and absolute discretion, for those Distributors who are involved with any other Network Marketing company. In order to achieve the rank of National, a Distributor will be required to sign before receiving compensation or promotional benefits related to the rank of National, an agreement that states such Distributor will remove himself or herself and any Household member from any activities with any other Network Marketing companies, and resign from any current Network Marketing companies within a certain grace period. For a period of six (6) months following cancellation and/or termination of the Agreement for any reason, Distributors shall not directly or indirectly approach or recruit other Distributors or Customers outside of their Personally Sponsored Distributors for any other Direct Selling business or for any other related products or services business. Distributors and the Company understand and agree that because Direct Selling is conducted through networks of independent contractors dispersed across the entire United States and internationally and because business is commonly conducted via the Internet and telephone, an effort to narrowly limit the geographic scope of this no solicitation provision would render it wholly ineffective. Therefore, Distributors and the Company agree that this no solicitation provision shall apply to all markets in which the Company conducts its business. Distributors understand and agree that customers procured on behalf of the Company are customers of the Company and its business partners. During the term of this Agreement and for six (6) months thereafter, Distributors may not, directly or indirectly, (i) market, offer, or sell products and/or services that compete with, or are similar to, those offered by the Company or its business partners or (ii) otherwise solicit, divert, take away or interfere with any of the customers, employees, or business of the Company. During the term of the Agreement and for six (6) months thereafter, Distributors may not, directly or indirectly, on behalf of themselves or any other individual or company, solicit or induce any Distributor, customer, or...
Exclusivity Non Solicitation. Until the earlier of the termination of this Agreement pursuant to Article 7 or the Effective Time, each of Xxxxxxx and Converge shall not, (and will not, directly or indirectly, permit any of their representatives) to (i) enter into, or continue, or do anything to facilitate or encourage negotiations with any other Person pertaining to a transaction similar to the Qualifying Transaction, or (ii) directly or indirectly, solicit, initiate, or do anything to facilitate or encourage expressions of interest from any other Person in respect of a transaction similar to the Qualifying Transaction, subject to the fiduciary obligations of the board of directors of each of Xxxxxxx and Converge, provided that it shall have first received legal advice that to do so is advisable by such obligation. In the event such Party receives any form of offer or inquiry in respect of any of the foregoing, such Party shall forthwith notify the other Party of such offer or inquiry prior to furnishing any information or participating in any discussions or negotiations in respect thereof.
Exclusivity Non Solicitation. Neither Household nor any Affiliate has any obligation to review or approve any Application or any number of Applications, or to purchase any Contract or a certain number of Contracts pursuant to this Agreement, and Household and/or its Affiliates may receive applications or acquire contracts from other financial institutions, banks, dealers or others. From the date of this Agreement until a Contract purchased by Household under this Agreement is paid in full, Company agrees that neither it nor any of its Affiliates will directly solicit or offer to the respective Obligors of the Contract any auto secured financial products, the proceeds of which are intended to be used to pay off or refinance the said Contract, including, without limitation, any retail installment contract, auto secured loan or other credit product; except for solicitations wherein the Obligor of a Contract initiates discussions with Company, or is coincidentally included in a list of names derived from sources not including a list of persons obligated on Contracts. The provisions of this section shall survive the expiration or termination of this Agreement.
Exclusivity Non Solicitation. By the terms of this Agreement, COALCO has been appointed by Covol as its sole and exclusive financial advisor with respect to matters pertaining to any Financing. Accordingly, Covol agrees that it will not solicit, entertain proposals from, or hold discussions with, any other person or entity regarding a Financing to Covol with respect to the Facility, during the period commencing the date hereof and ending on the Final Date, except for discussions with Investors on the Investor List or Investors specified by Covol as set forth in Section 1 hereof which are initiated by, or immediately referred to, COALCO.
Exclusivity Non Solicitation. (a) Company: During the term of this Agreement, to the extent Premiere -------- can reasonably meet the requirements of applicable customers for Telecommunications Services as determined by market, type of service and territory, the Company agrees to use Premiere as its exclusive provider of Telecommunications Services to its customers which utilize the Company Services, except for wireless communications.
Exclusivity Non Solicitation. Prior to the closings under the Merger Agreements, Crescent shall not, and shall not permit any of its employees, agents, representatives or affiliates to, (i) without Vornado being fully informed thereof and consenting thereto, contact Kelsx xx any officer, director, employee, agent or customer of either Company with respect to the Investments, (ii) offer, negotiate, consummate or solicit any offer or proposal for a "Sales Transaction" (as hereinafter defined), including without limitation holding any discussions or engaging in any communications, or entering into any agreement or understanding whatsoever with Kelsx xx the Companies without Vornado being fully informed thereof and consenting thereto, or (iii) take any action to disrupt the closings under the Merger Agreements. Crescent's obligations under the preceding sentence shall survive any termination of the partnership and shall terminate only upon the termination of both Merger Agreements. For the purposes of this agreement, the term "Sales Transaction" means (A) any merger, consolidation, reorganization or other business combination pursuant to which the business of either of the Companies would be combined with that of Crescent (or an affiliate thereof) or (B) the acquisition, directly or indirectly, by a third party of any equity interest, debt, or any assets (other than in the ordinary course of business) of either of the Companies. Prior to the closings under the Merger Agreements, Vorando agrees that neither it nor any of its affiliates will enter into any agreements with the Companies that would require approval as an affiliate transaction under paragraph 5(a).
Exclusivity Non Solicitation. Cannanumus acknowledges and agrees that Abattis is entitled to exclusivity in respect of the Purchased Shares from the date hereof until the Outside Date. In furtherance of the foregoing, Cannanumus covenants and agrees that, from the date hereof until the Outside Date, it:
(a) shall immediately cease and cause to be terminated any existing discussions or negotiations or other proceedings initiated prior to the date hereof by it or its principals, shareholders, officers, directors, employees, representatives or agents or others with respect to any direct or indirect transfer, assignment, conveyance, option, joint venture or any similar dealing with Cannanumus;
(b) shall not solicit or cause or facilitate any other Person to solicit any merger, acquisition, amalgamation, arrangement, business combination, option or joint venture or other similar proposal with respect to Cannanumus;
(c) shall not release any Person from any confidentiality agreement to which such person is a party or agree to amend any such confidentiality agreement; and
(d) shall not authorize or permit any of their respective representatives or advisors to directly or indirectly initiate any inquiries or make any proposal that constitutes or may reasonable be expected to lead to a merger, acquisition, amalgamation, arrangement, business combination, option or joint venture or other similar proposal with respect to Cannanumus or the Coins or that would in any way limit or reduce the likelihood of success of the transactions contemplated by this Agreement.
